ZULU
      ENERGY CORP.

     

    AMENDED
      AND RESTATED

    2008
      EQUITY INCENTIVE PLAN

     

    FORM
      OF DIRECTOR NON-INCENTIVE

    STOCK
      OPTION AGREEMENT

    


    Zulu
      Energy Corp. (the “Company”), pursuant to its Amended and Restated 2008 Equity
      Incentive Plan (the “Plan”), hereby grants to Optionee listed below
      (“Optionee”), an option to purchase the number of shares of the Company’s Common
      Stock set forth below, subject to the terms and conditions of the Plan and
      this
      Stock Option Agreement. Unless otherwise defined herein, the terms defined
      in
      the Plan shall have the same defined meanings in this Stock Option Agreement.
      

     

    I.  NOTICE
      OF STOCK OPTION GRANT

     

    
      	
              Optionee:

            	 	 

	
              Date
                of Stock Option Agreement:

            	 	
                 
                

            
	
              Date
                of Grant:

            	 	
                
                

            
	
              Vesting
                Commencement Date: 

            	 	
                
                

            
	
              Exercise
                Price per Share:

            	 	
                
                

            
	
              Total
                Number of Shares Granted:

            	 	
               
                

            
	
              Term/Expiration
                Date:

            	 	
              [Five
                years from grant date]

            


    

     

    
      	Type of Option: 	 	Non-Incentive Stock Option
	
            	 	
            
	Vesting Schedule: 	 	The Option Shares (as defined below)
              subject
              to this Stock Option Agreement are fully vested.
	
            	 	
            
	Termination Period:
              	 	This Option may be exercised for three
              years
              after Optionee ceases to be an Eligible Person, or such longer period
              as
              may be applicable upon the death or disability of Optionee as provided
              herein (or, if not provided herein, then as provided in the Plan),
              but in
              no event later than the Term/Expiration Date as provided
              above.


    

     

    II.  AGREEMENT

     

    1. 
 Grant
      of Option.
      The
      Company hereby grants to Optionee an Option to purchase the number of shares
      of
      Common Stock (the “Option Shares”) set forth in the Notice of Grant in
Section
      I
      above
      (the “Notice of Grant”), at the exercise price per share set forth in the Notice
      of Grant (the “Exercise Price”). Notwithstanding anything to the contrary
      anywhere else in this Stock Option Agreement, this grant of an Option is subject
      to the terms, definitions, and provisions of the Plan
      adopted
      by the Company, which is incorporated herein by reference. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      designated in the Notice of Grant as an Incentive Stock Option, this Option
      is
      intended to qualify as an Incentive Stock Option as defined in Section 422
      of the Code; provided,
      however,
      that to
      the extent that the aggregate Fair Market Value of stock with respect to which
      Incentive Stock Options (within the meaning of Code Section 422, but without
      regard to Code Section 422(d)), including the Option, are exercisable for the
      first time by Optionee during any calendar year (under the Plan and all other
      incentive stock option plans of the Company, if any) exceeds $100,000, such
      options shall be treated as not qualifying under Code Section 422, but
      rather shall be treated as Non-Incentive Stock Options to the extent required
      by
      Code Section 422. The rule set forth in the preceding sentence shall be applied
      by taking options into account in the order in which they were granted. For
      purposes of these rules, the Fair Market Value of stock shall be determined
      as
      of the time the option with respect to such stock is granted. 

     

    2. 
 Exercise
      of Option.
      This
      Option is exercisable as follows:

     

    (a)  Right
      to Exercise.

     

    (i)  This
      Option shall be exercisable cumulatively according to the vesting schedule
      set
      out in the Notice of Grant. For purposes of this Stock Option Agreement, Option
      Shares subject to this Option shall vest based on Optionee’s continued status as
      an Eligible Person.

     

    (ii)  This
      Option may not be exercised for a fraction of a Share.

     

    (iii)  In
      the
      event of Optionee’s death, disability or other termination of Optionee’s status
      as an Eligible Person, the exercisability of the Option is governed by
      Sections 7, 8 and 9 below.

     

    (iv)  In
      no
      event may this Option be exercised after the date of expiration of the term
      of
      this Option as set forth in the Notice of Grant.

     

    (b)  Method
      of Exercise.
      This
      Option shall be exercisable by written Notice (in the form attached as
Exhibit
      A)
      (the
“Exercise
      Notice”).
      The
      Exercise Notice must state the number of Option Shares for which the Option
      is
      being exercised, and such other representations and agreements with respect
      to
      such Option Shares as may be required by the Company pursuant to the provisions
      of the Plan. The Exercise Notice must be signed by Optionee and shall be
      delivered in person or by certified mail to the Secretary of the Company. The
      Exercise Notice must be accompanied by payment of the Exercise Price
plus
      payment
      of any applicable withholding tax. This Option shall be deemed to be exercised
      upon receipt by the Company of such written Exercise Notice accompanied by
      the
      Exercise Price and payment of any applicable withholding tax.

     

    
      
        
        

      

      
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    No
      Option
      Shares shall be issued pursuant to the exercise of an Option unless such
      issuance and such exercise comply with all relevant provisions of law and the
      requirements of any stock exchange upon which the Option Shares may then be
      listed. Assuming such compliance, for income tax purposes the Option Shares
      shall be considered transferred to Optionee on the date on which the Option
      is
      exercised with respect to such Option Shares.

     

    3. 
 Optionee’s
      Representations.
      If the
      Option Shares purchasable pursuant to the exercise of this Option have not
      been
      registered under the Securities Act of 1933, as amended (the “Securities Act”),
      at the time this Option is exercised, Optionee shall, if required by the
      Company, concurrently with the exercise of all or any portion of this Option,
      deliver to the Company his or her Investment Representation Statement in the
      form attached hereto as Exhibit B.

     

    4. 
 Lock-Up
      Period.
      Optionee hereby agrees that if so requested by the Company or any representative
      of the underwriters (the “Managing Underwriter”) in connection with any
      registration of the offering of any securities of the Company under the
      Securities Act, Optionee shall not sell or otherwise transfer any Option
      Shares or other securities of the Company during the 180-day period (or such
      period as may be requested in writing by the Managing Underwriter and agreed
      to
      in writing by the Company) (the “Market Standoff Period”) following the
      effective date of a registration statement of the Company filed under the
      Securities Act. The Company may impose stop-transfer instructions with
      respect to securities subject to the foregoing restrictions until the end of
      such Market Standoff Period and these restrictions shall be binding on any
      transferee of such Option Shares. 

     

    5. 
 Method
      of Payment.
      Payment
      of the Exercise Price shall be by any of the following, or a combination
      thereof:

     

    (a)  cash;

     

    (b)  check;
      or

     

    (c)  with
      the
      consent of the Option Committee, any method of payment, or combination thereof
      that is permitted in the Plan.

     

    6. 
 Restrictions
      on Exercise.
      If the
      issuance of Option Shares upon such exercise or if the method of payment for
      such shares would constitute a violation of any applicable federal or state
      securities or other law or regulation, then the Option may also not be
      exercised. The Company may require Optionee to make any representation and
      warranty to the Company as may be required by any applicable law or regulation
      before allowing the Option to be exercised. 

     

    7. 
 Termination
      of Relationship.
      If
      Optionee ceases to be an Eligible Person (other than by reason of Optionee’s
      death or the total and permanent disability of Optionee as defined in Code
      Section 22(e)(3)), Optionee may exercise this Option, to the extent the Option
      was vested at the date on which Optionee ceases to be an Eligible Person, but
      only within three years from such date (and in no event later than the
      expiration date of the term of this Option set forth in the Notice of Grant).
      To
      the extent that the Option is not vested at the date on which Optionee ceases
      to
      be an Eligible Person, or if Optionee does not exercise this Option within
      the
      time specified herein, the Option shall terminate.

     

    
      
        
        

      

      
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    8. 
 Disability
      of Optionee.
      If
      Optionee ceases to be an Eligible Person as a result of his or her total and
      permanent disability as defined in Code Section 22(e)(3), Optionee may exercise
      the Option to the extent the Option was vested at the date on which Optionee
      ceases to be an Eligible Person, but only within three years from such date
      (and
      in no event later than the expiration date of the term of this Option as set
      forth in the Notice of Grant). To the extent that the Option is not vested
      at
      the date on which Optionee ceases to be an Eligible Person, or if Optionee
      does
      not exercise such Option within the time specified herein, the Option shall
      terminate.

     

    9. 
 Death
      of Optionee.
      If
      Optionee ceases to be an Eligible Person as a result of the death of Optionee,
      the vested portion of the Option may be exercised at any time within three
      years
      following the date of death (and in no event later than the expiration date
      of
      the term of this Option as set forth in the Notice of Grant) by Optionee’s
      estate or by a person who acquires the right to exercise the Option by bequest
      or inheritance. To the extent that the Option is not vested at the date of
      death, or if the Option is not exercised within the time specified herein,
      the
      Option shall terminate.

     

    10. 
 Non-Transferability
      of Option.
      This
      Option may not be transferred in any manner except with the consent of the
      Executive Committee or the Board of Directors. The terms of this Option shall
      be
      binding upon the executors, administrators, heirs, successors, and assigns
      of
      Optionee.

     

    11. 
 Term
      of Option.
      This
      Option may be exercised only within the term set out in the Notice of Grant.
      

     

    12. 
 Restrictions
      on Option Shares.
      Optionee hereby agrees that Option Shares purchased upon the exercise of the
      Option shall be subject to such terms and conditions as the Option Committee
      shall determine in its sole discretion. Such terms and conditions may, in the
      Option Committee’s sole discretion, be contained in the Notice of Grant with
      respect to the Option or in such other agreement as the Option Committee shall
      determine and which the Optionee hereby agrees to enter into at the request
      of
      the Company.

     

    (Signature
      Page Follows)

    


    
      
        
        

      

      
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    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which shall constitute one document.

     

    ZULU
      ENERGY CORP.

     

    By:________________________________

     

    Name:______________________________

     

    Title:_______________________________

     

    OPTIONEE
      ACKNOWLEDGES AND AGREES THAT THE VESTING OF OPTION SHARES PURSUANT TO THIS
      STOCK
      OPTION AGREEMENT HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT
      AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
      THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND
      AGREES THAT NOTHING IN THIS STOCK OPTION AGREEMENT, NOR IN THE COMPANY’S 2008
      STOCK INCENTIVE PLAN, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER
      UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR
      CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S
      RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY
      AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE, UNLESS
      THE
      COMPANY AND THE OPTIONEE HAVE AGREED OTHERWISE IN WRITING.

     

    Optionee
      acknowledges receipt of a copy of the Plan and represents that he or she is
      familiar with the terms and provisions thereof. Optionee hereby accepts this
      Option subject to all of the terms and provisions hereof. Optionee has reviewed
      the Plan and this Stock Option Agreement in their entirety, has had an
      opportunity to obtain the advice of counsel prior to executing this Stock Option
      Agreement, and fully understands all provisions of the Stock Option Agreement.
      Optionee hereby agrees to accept as binding, conclusive, and final all decisions
      or interpretations of the Option Committee upon any questions arising under
      the
      Plan or this Stock Option Agreement. Optionee further agrees to notify the
      Company upon any change in the residence address indicated below.

     

    
      	Dated: __________________	 	___________________________________
	 	 	Name:
              ____________________________________
	 	 	Address:
              __________________________________
	 	 	
              Address:
                __________________________________

            
	 	 	 
	 	 	 


    

     

    
      
        
        

      

      
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    EXHIBIT
      A

     

    ZULU
      ENERGY CORP.

     

    2008
      EQUITY INCENTIVE PLAN

     

    EXERCISE
      NOTICE

     

    Zulu
      Energy Corp.

    Attention:
      Stock Administration

     

    1.  Exercise
      of Option.
      Effective as of today, ___________, _____, the undersigned (“Optionee”) hereby
      elects to exercise Optionee’s option to purchase _________ shares of the Common
      Stock (the “Option Shares”) of Zulu Energy Corp. (the “Company”) under and
      pursuant to the Company’s 2008
      Equity Incentive Plan
      (the
“Plan”) and the Stock Option Agreement dated _____________________ (the “Option
      Agreement”). Capitalized terms used herein without definition shall have the
      meanings given in the Option Agreement.

     

    
      	
              Date
                of Grant:

            	 	
              ______________________________

            
	
              Number
                of Option Shares as to which Option is Exercised:

            	 	
              ______________________________

            
	
              Exercise
                Price per Share:

            	 	
              $____________

            
	
              Total
                Exercise Price:

            	 	
              $____________

            
	
              Certificate
                to be Issued in Name of:

            	 	
              ______________________________

            
	
              Cash
                Payment Delivered Herewith:

            	 	
              $____________

            


    

     

    Type
      of Option:  o
Incentive
      Stock Option    o
Non-Qualified
      Stock Option

    


    2.  Representations
      of Optionee.
      Optionee acknowledges that Optionee has received, read, and understood the
      Plan
      and the Option Agreement. Optionee agrees to abide by and be bound by their
      terms and conditions. 

     

    3.  Rights
      as Shareholder.
      Until
      the stock certificate evidencing such Option Shares is issued (as evidenced
      by
      the appropriate entry on the books of the Company or of a duly authorized
      transfer agent of the Company), no right to vote or receive dividends or any
      other rights as a stockholder shall exist with respect to Option Shares subject
      to the Option, notwithstanding the exercise of the Option. The Company shall
      issue (or cause to be issued) such stock certificate promptly after the Option
      is exercised. No adjustment will be made for a dividend or other right for
      which
      the record date is prior to the date the stock certificate is issued. Optionee
      shall enjoy rights as a shareholder until such time as Optionee disposes of
      the
      Option Shares or the Company. Upon such exercise, Optionee shall have no further
      rights as a holder of the Option Shares.

     

    
      
        
        

      

      
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    4.  Tax
      Consultation.
      Optionee understands that Optionee may suffer adverse tax consequences as a
      result of Optionee’s purchase of the Option Shares. Optionee represents that
      Optionee has consulted with any tax consultants Optionee deems advisable in
      connection with the purchase of the Option Shares and that Optionee is not
      relying on the Company for any tax advice.

     

    5.  Restrictive
      Legends and Stop-Transfer Orders.

     

    (a)  Legends.
      Optionee understands and agrees that the Company shall cause the legends set
      forth below or legends substantially equivalent thereto, to be placed upon
      any
      certificate(s) evidencing ownership of the Option Shares together with any
      other
      legends that may be required by state or federal securities laws:

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
      PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE
      OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE
      SECURITIES, SUCH OFFER, SALE, TRANSFER, PLEDGE, OR HYPOTHECATION IS IN
      COMPLIANCE THEREWITH.

     

    (b)  Stop-Transfer
      Notices.
      Optionee agrees that, in order to ensure compliance with the restrictions
      referred to herein, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and that, if the Company transfers
      its own securities, it may make appropriate notations to the same effect in
      its own records.

     

    (c)  Refusal
      to Transfer.
      The
      Company shall not be required (i) to transfer on its books any Option
      Shares that have been sold or otherwise transferred in violation of any of
      the
      provisions of this Agreement or (ii) to treat as owner of such Option
      Shares or to accord the right to vote or pay dividends to any purchaser or
      other
      transferee to whom such Option Shares shall have been so
      transferred.

     

    6.  Successors
      and Assigns.
      The
      Company may assign any of its rights under this Agreement to single or multiple
      assignees, and this Agreement shall inure to the benefit of the successors
      and
      assigns of the Company. Subject to the restrictions on transfer herein set
      forth, this Agreement shall be binding upon Optionee and his or her heirs,
      executors, representatives, administrators, successors, and
      assigns.

     

    7.  Interpretation.
      Any
      dispute regarding the interpretation of this Exercise Notice shall be submitted
      by Optionee or by the Company forthwith to the Company’s Board of Directors or
      committee thereof that is responsible for the administration of the Plan (the
      “Option Committee”), which shall review such dispute at its next regular
      meeting. The resolution of such a dispute by the Option Committee shall be
      final
      and binding on the Company and on Optionee.

     

    
      
        
        

      

      
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    8.  Governing
      Law; Severability.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Colorado excluding that body of law pertaining to conflicts of law.
      Should any provision of this Agreement be determined by a court of law to be
      illegal or unenforceable, the other provisions shall nevertheless remain
      effective and shall remain enforceable.

     

    9.  Notices.
      Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon personal delivery or upon deposit in the United
      States mail by certified mail, with postage and fees prepaid, addressed to
      the
      other party at its address as shown below beneath its signature, or to such
      other address as such party may designate in writing from time to time to the
      other party.

     

    10.  Further
      Instruments.
      The
      parties agree to execute such further instruments and to take such further
      action as may be reasonably necessary to carry out the purposes and intent
      of
      this Agreement.

     

    11.  Delivery
      of Payment.
      Optionee herewith delivers to the Company the full Exercise Price for the Option
      Shares as set forth above in Section 1, as well as any applicable
      withholding tax.

     

    12.  Entire
      Agreement.
      The
      Plan and Option Agreement are incorporated herein by reference. This Agreement,
      the Plan, the Option Agreement, and the Investment Representation Statement
      constitute the entire agreement of the parties and supersede in their entirety
      all prior undertakings and agreements of the Company and Optionee with respect
      to the subject matter hereof.

     

    
      	
              Accepted
                by:

            	 	
              Submitted
                by:

            
	 	 	 
	
              ZULU
                ENERGY CORP.

            	 	
              OPTIONEE

            
	 	 	 
	 	 	 
	
              By:
                ___________________________________________

            	 	____________________________________
	
              Name:
                ________________________________________

            	 	
              Name:
                _____________________________________

            
	
              Its:
                ___________________________________________

            	 	
              Address:
                ___________________________________

            


    

     

    
      
        
        

      

      
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    EXHIBIT
      B

     

    INVESTMENT
      REPRESENTATION STATEMENT

     

     

    
      	OPTIONEE	:	
            
	COMPANY	:	Zulu Energy Corp.
	SECURITY	:	Common Stock
	AMOUNT	:	
            
	DATE	:	 


    

     

    In
      connection with the purchase of the above-listed shares of Common Stock (the
      “Securities”) of Zulu Energy Corp. (the “Company”), the undersigned (the
“Optionee”) represents to the Company the following:

    


     

    (a)  Optionee
      is aware of the Company’s business affairs and financial condition and has
      acquired sufficient information about the Company to reach an informed and
      knowledgeable decision to acquire the Securities. Optionee is acquiring these
      Securities for investment for Optionee’s own account only and not with a view
      to, or for resale in connection with, any “distribution” thereof within the
      meaning of the Securities Act of 1933, as amended (the “Securities
      Act”).

     

    (b)  Optionee
      acknowledges and understands that the Securities constitute “restricted
      securities” under the Securities Act and have not been registered under the
      Securities Act in reliance upon a specific exemption therefrom, which exemption
      depends upon, among other things, the bona fide nature of Optionee’s investment
      intent as expressed herein. Optionee understands that the Securities must be
      held indefinitely unless they are subsequently registered under the Securities
      Act or an exemption from such registration is available. Optionee further
      acknowledges and understands that the Company is under no obligation to register
      the Securities. Optionee understands that the certificate evidencing the
      Securities will be imprinted with a legend that prohibits the transfer of the
      Securities unless they are registered or such registration is not required
      in
      the opinion of counsel satisfactory to the Company and any other legend required
      under applicable state securities laws.

     

    (c)  Optionee
      is familiar with the provisions of Rule 144 promulgated under the
      Securities Act, which, in substance, permits limited public resale of
“restricted securities” acquired, directly or indirectly from the issuer
      thereof, in a non-public offering subject to the satisfaction of certain
      conditions. 

     

    
      
        
        

      

      
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    (d)  Optionee
      further understands that in the event all of the applicable requirements of
      Rule
      144 are not satisfied, registration under the Securities Act, compliance with
      Regulation A promulgated thereunder, or some other registration exemption will
      be required; and that, notwithstanding the fact that Rule 144 is not exclusive,
      the Staff of the Securities and Exchange Commission has expressed its opinion
      that persons proposing to sell private placement securities other than in a
      registered offering and otherwise than pursuant to Rules 144 will have a
      substantial burden of proof in establishing that an exemption from registration
      is available for such offers or sales, and that such persons and their
      respective brokers who participate in such transactions do so at their own
      risk.
      Optionee understands that no assurances can be given that any such other
      registration exemption will be available in such event.

     

    
      	 	 	Signature
              of
              Optionee:
	 
 	 
 	
            
	 	 	 
	 	
              
Optionee
	 	 


    

    


    Date:
      _______________________, ____

     

    
      
        
        

      

      
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